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一、绪论不同于英美,公司治理(corporate governance)在20世纪90年代的欧洲虽尚未形塑出一个整体清晰的概念,但其中的元素如财务报表编制之整合、信息揭露之强化、及透过资本维持原则保护债权人之利益等已持续在时为欧共体及其后之欧盟的架构下进行整合及协调,相关成果也显现在公司法及证券法之相关指令(Directive)及规范(Regulation)~①。然时至今日,公司治理之意涵及认知在各主要之资本市场(包括欧盟)~②已逐渐发展成形,概念亦日趋成熟。简言之,公司治理之内
I. INTRODUCTION Unlike the Anglo-American system, corporate governance in Europe in the 1990s has not yet developed an overall clear concept. However, elements such as the integration of financial statements, the disclosure of information, The principles of capital preservation and the protection of the interests of creditors have been continuously integrated and coordinated under the framework of the European Community and the subsequent EU. Relevant achievements have also appeared in the Directive and Regulation of the Company Law and the Securities Law. ~ ①. However, up to now, the connotation and cognition of corporate governance have gradually evolved in the major capital markets (including the EU), and their concepts have become increasingly mature. In short, within corporate governance